As on: Jul 06, 2026 01:32 PM
To
The Members
Your directors are pleased to present this 35 th Annual Report of the Company for the year ended 31 st March 2026.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE
[Rs. In Lakh]
2. FINANCIAL PERFORMANCE:
The financial year 2025-26 saw steady performance. The income from operations increased from Rs.554.05 Lacs from that of previous FY 2024-25 to Rs.936.04 Lacs for the current FY 2025-26. The profit for the FY 2025-26 shows an increase from Rs.107.80 Lacs of previous FY 2024-25 to Rs. 200.62 Lacs. While analysing the progress made your company has kept close watch on the market developments.
3. STATE OF AFFAIRS OF THE COMPANY
The financial year witnessed stable growth in the loan portfolio, prudent risk management practices, and improved asset quality. The Company continues to focus on maintaining a diversified lending portfolio, strengthening credit appraisal mechanisms and enhancing customer service through digital and operational improvements.
Despite the dynamic macro-economic conditions and regulatory changes in the NBFC sector, the Company ensured compliance with all applicable statutory and regulatory requirements and maintained a sound financial position. The management remains committed to growing the business in a sustainable and compliant manner, while creating long-term value for stakeholders.
4. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE
The Company operates only in single segment which is NBFC. Thus, there is no segment/ product wise performance reporting.
5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review, the Company demonstrated steady financial growth driven by disciplined credit operations, efficient fund management, and consistent expansion of its loan portfolio. The operational efficiencies achieved through streamlined processes and prudent risk management have contributed positively to the overall profitability and financial stability of the Company.
6. DIVIDEND:
The Board of Directors recommend a final dividend of Rs.0.60 per equity share for the Financial Year ended 202526. The dividend on equity shares is subject to the Shareholders' approval at the ensuing Annual General Meeting ('AGM').
7. MARKET SCENARIO
(a) Regulatory Environment - Industry Structure and Developments
During FY 2025-26, the RBI intensified oversight of the NBFC sector through consolidated Master Directions (November 2025), stricter licensing assessment, and the formal establishment of the Finance Industry Development Council (FIDC) as a Self-Regulatory Organisation (SRO) in April 2025 — marking a shift towards structured, industry-led governance.
The Scale-Based Regulatory (SBR) Framework continued to classify NBFCs into four layers — Base, Middle, Upper, and Top — based on size, activity, and systemic risk. A significant milestone in FY 2025-26 was the full implementation of the 90-day NPA recognition norm for Base Layer NBFCs from March 31,2026, aligning them with mainstream banking prudential standards.
The RBI (Co-Lending Arrangements) Directions, 2025 (effective January 1,2026) established a unified framework for bank-NBFC co-lending, introducing a minimum 10% loan retention by each lender, mandatory Key Facts Statement (KFS) disclosures, blended interest rate transparency, and expansion of co-lending beyond the priority sector.
Your Company falls under the Base Layer and is classified as an NBFC-ICC. It has remained fully compliant with all applicable regulatory requirements, including CIC reporting, CKYC updation, IU disclosures under IBC 2016, CERSAI registrations, FIU-IND reporting under PMLA 2002, and the 90-day NPA recognition norm now applicable from March 31,2026.
(b) Domestic Economy in FY 2025-26
India's economy delivered strong, broad-based growth in FY 2025-26, with real GDP estimated at approximately 7.4% — up from 6.5% in FY 2024-25 — making it fast growing major economy. Growth was driven by robust domestic consumption, government capital expenditure, services sector expansion, and an above-normal monsoon supporting agriculture. The RBI progressively revised its GDP forecast upward to 7.4%, while inflation averaged approximately 2.1% — well within the 2-6% tolerance band — enabling accommodative monetary policy, with the repo rate reduced to 5.25% by February 2026.
(c) NBFC Sector in FY 2025-26
The NBFC sector continued to expand its role in India's financial system, accounting for an estimated 19-22% of total systemic credit — a share projected to reach 22% by FY 2027-28. Credit to the services segment recorded a strong 29.8% year-on-year growth as of March 2025, outpacing other segments. The formalisation of colending through the 2025 Directions, record private credit inflows of USD 9 billion in H1 2025, and accelerated digital integration with CKYCR, CICs, IUs, and the Account Aggregator ecosystem collectively underscored the sector's growing institutional maturity and systemic importance.
8. FUTURE OUTLOOK
The NBFC sector is positioned for sustained growth, led by responsible innovation, strong governance, and rising credit demand. The RBI (Co-Lending Arrangements) Directions, 2025 represent a structural opportunity — enabling NBFCs to combine origination expertise with institutional funding to scale credit access efficiently, particularly in underserved and emerging segments. Digitalisation — through KFS automation, data analytics, and Account Aggregator integration — will continue to improve underwriting efficiency and customer experience. Green and sustainable finance is an emerging frontier, with growing demand for structured credit in renewables, energy efficiency, and clean infrastructure. NBFCs that invest in technology, governance, and collaborative lending models are well-positioned to lead the sector forward.
9. OPPORTUNITIES & THREATS
India's green energy transition presents significant lending opportunities in renewables, energy efficiency, EV infrastructure, and sustainable projects with stable cash flows — segments that benefit from NBFC flexibility in credit structuring. The formalised co-lending framework and rising MSME and affordable housing demand offer further avenues for growth. However, competitive pressure from banks and digital-first fintechs is intensifying, regulatory expectations around data governance, KFS compliance, and technology standards are rising, and the tightening of bank credit to NBFCs in FY 2025-26 has added pressure on liability management. The NOF glide path — requiring Rs.5 crore by March 2025 and Rs.10 crore by March 2027 for NBFC-ICCs — and the full applicability of 90-day NPA norms demand stronger balance sheet and credit monitoring discipline. Long-term success will depend on sectoral depth, responsible innovation, and a rigorous risk framework.
10. RISKS & CONCERNS
The Company is exposed to credit, liquidity, and operational risks inherent to NBFC lending, heightened by the full implementation of 90-day NPA recognition norms for Base Layer NBFCs from March 31, 2026. During the year, the Company experienced a credit event in the LAP segment involving a large-ticket exposure, secured by prime real estate with over 2x collateral cover and a contractual reassignment mechanism offering strong recovery visibility. The event is isolated and well-contained, with no stress evident elsewhere in the portfolio. The Company has tightened credit assessment and collateral evaluation standards in response. Liquidity remains stable, supported entirely by flexible intra-group funding with no external debt obligations, eliminating refinancing risk. Macro risks — including global trade fragmentation and geopolitical tensions — are monitored for their potential impact on borrower cash flows and collateral values. Internal controls, conservative leverage, and sector-specific credit discipline underpin the Company's risk preparedness.
11. FUTURE PLANS
The Company plans to expand its loan portfolio with a focus on cash flow-based, sustainable finance — including green energy, energy efficiency, and EV infrastructure projects with stable, verifiable revenue streams. Co-lending partnerships under the RBI (Co-Lending Arrangements) Directions, 2025 will be actively pursued to scale credit delivery responsibly while retaining operational control and credit discipline. To support growth, the Company proposes to raise equity capital of up to Rs.50.00 crore through a Rights Issue or other approved modes, and to secure financing on eligible portfolios from banks and development financial institutions. Investment in digital compliance infrastructure — including KFS automation, co-lending technology readiness, and portfolio analytics — will accompany these strategic initiatives, positioning the Company as a governance-driven NBFC focused on sustainable, inclusive, and long-term value creation.
12. DISCLOSURE OF ACCOUNTING TREATMENT
There has been no deviation in the accounting treatment followed by the Company during the year from the prescribed Accounting Standards notified under the Companies Act, 2013. Accordingly, no alternative accounting treatment, differing from that prescribed in the applicable Accounting Standards, has been adopted in the preparation of the financial statements. The financial statements present a true and fair view of the state of affairs and performance of the Company.
13. COMPLIANCE AND REGULATORY
During the year under review, the Company has complied with all the prudential norms, regulations and guidelines prescribed by RBI applicable to NBFCs and the laws, regulations, circulars, notifications as required under the Companies Act, 2013, all the applicable SEBI Regulations, tax laws and other regulatory provisions.
14. TRANSFER TO RESERVES
According to the provisions of section 45-IC of the RBI Act, 1934, non-banking financial companies ("NBFCs") are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 40.12 Lacs to the statutory Reserves during the under review.
15. CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31,2026 forms part of this Annual Report.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;
1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.
2. The Directors have selected such accounting policies and apply them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2026 and profit/loss for the Company for the year ended 31 st March 2025.
3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going concern basis.
5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. NUMBER OF MEETINGS OF BOARD
The Board met 4 times during the Financial Year ended 31 st March 2026 on the following dates:
• 27-05-2025
• 11-08-2025
• 07-11-2025
• 28-01-2026
18. AUDIT COMMITTEE
A qualified and Independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Management's financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.
a) Terms of reference
The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.
b) Composition
The Company continued to derive immense benefit from the deliberations of the Audit Committee comprising of Directors , Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki who are highly experienced and having knowledge in finance, accounts and company law. Ms. K. B. K. Vasuki is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.
c) Meetings and attendance during the year
The Committee met 4 times during the Financial Year ended 31 st March 2026. These were on
The details of the attendance of the Members are as follows:
d) Details of Recommendations of Audit Committee which were not accepted by the Board along with reasons
During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.
e) Criteria for evaluation of the performance of the independent directors
The criteria for evaluation of the performance of Independent Directors, include their qualification, experience, competency, knowledge, understanding of respective roles (as Independent Director and as a member of the Committee of which they are Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.
19. NOMINATION AND REMUNERATION COMMITTEE
a) Term of reference
The role and terms of reference of the Nomination and Remuneration Committee cover the areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.
b) Composition, name of members and Chairperson
The Committee consists of the following members of the Board Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki.
The Committee met 1 time during the Financial Year ended 31 st March 2026 on 27 th May, 2025 and all the Members of the Committee were present.
20. STAKE HOLDERS RELATIONSHIP COMMITTEE
The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.
The Committee consists of the following members of the Board Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki (Chairperson).
The Committee met 1 time during the Financial Year ended 31 st March 2026 on 28 th January, 2026 and all the Members of the Committee were present.
21. THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS - None
22. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The details are available in the website of the Company at https://indusfinance.in/policies/
23. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
24. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED, CHANGED THEIR DESIGNATION AND RESIGNED OF THE COMPANIES ACT, 2013.
25. STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING PROFICIENCY) OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby states that, in its opinion, Mr. Vineet Niranjan Jagtap Independent Director, appointed during the year possess the required integrity, expertise, and experience (including proficiency) to effectively discharge their duties as Independent Directors of the Company.
The Board further affirms that the integrity, qualifications, professional background, and extensive experience of the Independent Directors are commensurate with the responsibilities entrusted to them and are in alignment with the highest standards of corporate governance. The proficiency of the said Independent Directors has been evaluated in accordance with the applicable provisions of the Companies Act, 2013.
26. RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION
In terms of Section 152 of the Companies Act, 2013, Mr. N. Bhaskara Chakkera (DIN: 02106379) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Mr. N. Bhaskara Chakkera (DIN: 02106379) retiring by rotation.
27. Disclosure of certain types of agreements binding listed entities
Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations - NIL.
28. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The company did not receive any service requests from shareholders for issue of duplicate share certificates, endorsement, transmission, transposition, etc during the year under review.
29. COMPLIANCE WITH CODE OF CONDUCT
The Company has framed Code of Conduct for the Board of Directors and Senior Management personnel of the Company. The Code of Conduct is available on the Company's website. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on March 31,2025.
As required under Regulation 26(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mr. Bala Venckat Kutti Managing Director to this effect has been furnished in the Annual Report as Annexure- 1.
30. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Detailed information is provided in respect of loans under long term loans and advances in Notes forming part of the financial statement; similarly detailed information is provided under Non - Current Investments in Notes forming part of the financial statement. As regards guarantee, the Company has not provided any guarantee to any person or Bodies Corporate.
31. BUSINESS RISK MANAGEMENT
The details are available in the website of the Company at https://indusfinance.in/wp-content/uploads/2025/06/risk- management-policy.pdf
32. BOARD EVALUATION:
Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act,2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.
Pursuant to the Provisions of Section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders etc. The Directors expressed their satisfaction with the evaluation process.
33. DEPOSITS:
During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company's operations.
35. VIGIL MECHANISM
As required under Section 177 of Companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for Directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
36. FINANCIAL STATEMENT OF THE SUBSIDIARY COMPANY IF ANY
The Company does not have any Subsidiaries.
37. INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES
As on 31 st March 2026, your Company had 8 employees on its rolls. The employees will be inducted into permanent services of the Company after training to fill up vacancies as when arises. Your company has not issued any shares under Employees Stock Option Scheme during the year under review.
38. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:
There are no significant changes in key financial ratios of the Company for FY 2025-26 as compared to FY 202425.
39. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
There were no material developments in relation to Human Resources / Industrial Relations in your Company as the Company has minimum employee strength.
40. DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THERETO
The Return on Net Worth (RoNW) for the financial year ended 31 st March 2026 stood at 12.09%, as compared to 6.43% in the previous financial year 31 st March 2025. The increase in RoNW is primarily attributable to improved operational efficiency and enhanced profitability during the year under review. The Company recorded higher income from core business activities, alongside prudent cost management measures, which collectively contributed to the improvement in net profit and, consequently, a higher return on shareholders' equity.
41. AUDITORS
As per section 139 (2) of the Companies Act, 2013 M/s. B.N. MISRA & Co. (ICAI Firm Registration No. 321095E) was appointed as Statutory Auditors of the company to hold the office from the conclusion of 31 st Annual General Meeting until the conclusion of the 36th Annual General Meeting. The Independent Auditors Report given by the Auditors on the financial statement of the Company is forming part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Auditors' Report for the financial year.
42. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
NIL
43. ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the company www.indusfinance.in and can be accessed at https://indusfinance.in/wp- content/upLoads/2025/09/Annual-Return-FY-2024-25.pdf
44. INDEPENDENT DIRECTORS' DECLARATION
The Company has received declarations from all the Independent Directors on the board of the Company for the year under review, confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under thereto. The Independent Directors have also confirmed that they are not on the Board of more than three NBFCs (NBFC-Middle Layer or NBFC-Upper Layer) at the same time in line with RBI Scale Based Regulations.
45. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013:
The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance and the remuneration payable to them. The criteria for determining qualifications, positive attributes and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at https://indusfinance.in/wp-content/uploads/2021/06/EMPOLICY.pdf .
46. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2025-26, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.
47. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
B. Technology absorption: Not Applicable
C. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned: NIL Total Foreign exchange outgo; NIL
48. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not fall under the purview of Section 135 and Schedule VII of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.
49. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is not required to have an Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company firmly provides a safe, supportive and friendly workplace environment and workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
50. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.
51. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
52. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
53. Disclosures pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
54. Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to contact@indusfinance.in .
55. REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014
i. Change in nature of business, if any: NIL
ii. Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: NA
56. TRANSACTIONS WITH RELATED PARTIES
All related party transactions entered during the financial year were on an arm's length basis and in the ordinary course of business. There were no 'material' contracts or arrangements or transactions, and therefore disclosure in form AOC-2 is not required. All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. For all the transactions entered pursuant to the omnibus approval so granted, a statement giving details of all such transactions is placed before the Audit Committee for their review on a quarterly basis.
57. COST AUDIT & COST REPORT
Provisions relating to cost audit and cost records are not applicable to the Company.
58. SECRETARIAL AUDIT REPORT
M/s. KRA & Associates, Practising Company Secretaries are the Secretarial Auditors of the Company for the year under review and the report received from Ms. Aishwarya - Partner, M/s. KRA & Associates is attached with this report in Form No. MR-3 under Annexure II . For the current financial year, we have not received any qualification, reservation or adverse remark or disclaimer in the Audit Report.
59. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961
The Company is committed to ensuring a safe, inclusive, and supportive work environmentfor all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and procedures are in place to uphold the rights and welfare of women employees in accordance with the applicable laws.
60. ADEQUACY OF INTERNAL CONTROL
Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.
M/s. Kailash Jain & Associates, Chartered Accountants, are the Internal Auditors who continuously monitor and strengthen the financial control procedures in line with the operations of the Company.
61. PERSONNEL
Employee relations have been very cordial during the financial year ended March 31,2026. The Board wishes to place on record their appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to the organizational goals.
62. ACKNOWLEDGEMENT
The Directors wish to place on record their sincere thanks and gratitude to all the Shareholders, Bankers, State Governments, Central Government and agencies, statutory bodies and customers for their continued co-operation and excellent support extended to the Company from time to time. Your directors place on records their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.
For and on behalf of the Board of
INDUS FINANCE LIMITED
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT WITH
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